UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: December 8, 2010

(Date of earliest event reported)

POWELL INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or other jurisdiction of incorporation or organization)		001-12488 (Commission File Number)		88-0106100 (I.R.S. Employer Identification Number)
8550 Mosley Drive Houston, Texas				77075-1180
(Address of Principal Executive Offices)				(Zip Code)

(713) 944-6900
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Action (17CFR240.14D-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

 

 

Item 2.02		— Results of Operations and Financial Condition

On December 8, 2010, Powell Industries, Inc. (NASDAQ: POWL) issued a press release regarding the Company’s results of operations for its fiscal 2010 fourth quarter ended September 30, 2010. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report, including the exhibit, is being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder. The information in this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01		— Financial Statements and Exhibits

(d) Exhibits. The following exhibit is furnished as part of this Report.

Exhibit
Number				Description
	99.1			Press Release dated December 8, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT 99.1

POWELL INDUSTRIES ANNOUNCES FISCAL 2010
FOURTH QUARTER AND YEAR-END RESULTS

Excluding non-cash charges, Company reports fiscal 2010 diluted EPS of $2.93

HOUSTON — DECEMBER 8, 2010 — Powell Industries, Inc. (NASDAQ: POWL), a leading manufacturer of equipment and systems for the management and control of electrical energy and other critical processes, today announced results for the fiscal 2010 fourth quarter and year ended September 30, 2010.

     Revenues for the fourth quarter of fiscal 2010 were $133.8 million compared to revenues of $165.3 million for the fourth quarter of fiscal 2009. The Company recorded a net loss for the fourth quarter of $(4.8) million, or $(0.41) per share, compared to net income of $9.9 million, or $0.85 per diluted share, in the fourth quarter of fiscal 2009. Excluding certain non-cash charges, net income for the fourth quarter was $4.5 million, or $0.38 per diluted share, as set forth in the Non-GAAP Earnings Reconciliation table included below.

     Patrick L. McDonald, President and Chief Executive Officer, stated, “Our fourth quarter results excluding certain non-cash charges were slightly below our expectations. Importantly, our fourth quarter order rate has continued at the pace of recent quarters, and we believe this indicates a stabilization of the market and expect modest improvement in orders in upcoming quarters.

     “The Canadian business should demonstrate the growth we expected based on a tenfold increase in the backlog of equipment orders since we acquired the business nine months ago. This trend continues as the businesses are integrated and as we gain exposure of each of our product lines in the Canadian markets.

     “Late in the fourth quarter, we made a strategic decision to exit the Kazakhstan joint-venture associated with the Canadian acquisition. Contributing to our conclusion was the decision of the joint-venture’s single largest customer to exit the Kazakhstan market, and we do not believe the potential long-term results of this business warrant the financial and management commitment that would be required. We determined it is in the best interest of the Company to exit the joint-venture and have begun reviewing our alternatives.

     “We acquired PowerComm for the strategic purpose of entering the Canadian market and growing our service business. We intend to be a long-term participant as a Canadian company in that market and remain confident in the future prospects,” concluded McDonald.

FISCAL FOURTH QUARTER 2010 RESULTS

     Fourth quarter revenues decreased to $133.8 million from $165.3 million in the fourth quarter of fiscal 2009 as a result of lower demand and reduced service related activities. Net loss for the fourth quarter was $(4.8) million, or $(0.41) per share. Excluding certain non-cash charges, net income for the fourth quarter was $4.5 million, or $0.38 per diluted share, compared to $9.9 million, or $0.85 per diluted share, a year ago.

     The primary drivers of this year’s fourth quarter decrease in net income were reduced business volumes, which are more closely aligned with current orders and backlog. Other contributing factors were transition costs related to the Canadian acquisition and an operating loss in Canada. The Company recorded a goodwill impairment charge of $7.5 million, or $0.46 per share, primarily related to the Company’s decision to exit the joint-venture in Kazakhstan. Additionally, the Company recorded a foreign deferred tax asset valuation allowance of $3.9 million, or $0.33 per share, related to the goodwill impairment charge and a first year operating loss at Powell Canada. This valuation allowance will be adjusted to offset income tax provisions on future foreign profits.

     New orders placed during the fourth quarter of fiscal 2010 totaled $106 million compared to $136 million in the third quarter of fiscal 2010 and to $100 million in the fourth quarter of fiscal 2009. The Company’s backlog as of September 30, 2010 was $282 million compared to $310 million at June 30, 2010 and to $366 million at September 30, 2009.

FISCAL 2010 RESULTS

     Revenues for fiscal 2010 were $550.7 million compared to $665.9 million in fiscal 2009. Net income was $25.0 million, or $2.14 per diluted share, compared to $39.7 million, or $3.43 per diluted share, in fiscal 2009. Excluding the previously mentioned non-cash items, fiscal 2010 net income was $34.3 million, or $2.93 per diluted share, compared to $39.7 million, or $3.43 per diluted share in fiscal 2009.

OUTLOOK

     The following statements are based on the current expectations of the Company. These statements are forward-looking, and actual results may differ materially as further elaborated in the last paragraph below.

     Based on its backlog and current business conditions, Powell Industries expects full year fiscal 2011 revenues to range between $475 million and $525 million and full year fiscal 2011 earnings to range between $1.25 and $1.75 per diluted share.

CONFERENCE CALL

     Powell Industries has scheduled a conference call for Wednesday, December 8, 2010 at 11:00 a.m. eastern time. To participate in the conference call, dial 480-629-9643 at least 10 minutes before the call begins and ask for the Powell Industries conference call. A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until December 15, 2010. To access the replay, dial 303-590-3030 using a passcode of 4386408#.

     Investors, analysts and the general public will also have the opportunity to listen to the conference call over the Internet by visiting http://www.powellind.com. To listen to the live call on the web, please visit the website at least fifteen minutes before the call begins to register, download and install any necessary audio software. For those who cannot listen to the live webcast, an archive will be available shortly after the call and will remain available for approximately 90 days at http://www.powellind.com.

     Powell Industries, Inc., headquartered in Houston, designs, manufactures and packages systems and equipment for the control, distribution and management of electrical energy and other dynamic processes. Powell provides products and services to large industrial customers such as utilities, oil and gas producers, refineries, petrochemical plants, pulp and paper producers, mining operations, commuter railways and other vehicular transportation facilities. For more information, please visit www.powellind.com.

Any forward-looking statements in the preceding paragraphs of this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties in that actual results may differ materially from those projected in the forward-looking statements. In the course of operations, we are subject to certain risk factors, competition and competitive pressures, sensitivity to general economic and industrial conditions, international political and economic risks, availability and price of raw materials and execution of business strategy. For further information, please refer to the Company’s filings with the Securities and Exchange Commission, copies of which are available from the Company without charge.

     POWELL INDUSTRIES, INC. & SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended								Years Ended
		September 30,								September 30,
		2010				2009				2010				2009
(In thousands, except per share data)		(Unaudited)								(Unaudited)
Revenues		$	133,761			$	165,321			$	550,692			$	665,851
Cost of goods sold			104,298				129,725				408,635				520,802
Gross profit			29,463				35,596				142,057				145,049
Selling, general and administrative expenses			21,635				20,291				84,457				79,954
Amortization expense			1,285				861				4,477				3,460
Loss on impairment of goodwill			7,452				—				7,452				—
Operating income (loss)			(909	)			14,444				45,671				61,635
Interest expense			232				177				870				1,107
Interest income			(54	)			(38	)			(260	)			(131	)
Income (loss) before income taxes			(1,087	)			14,305				45,061				60,659
Income tax provision			3,695				4,463				19,894				20,734
Net income (loss)			(4,782	)			9,842				25,167				39,925
Net (income) loss attributable to noncontrolling interest.			—				32				(159	)			(208	)
Net income (loss) attributable to Powell Industries, Inc.		$	(4,782	)		$	9,874			$	25,008			$	39,717
Earnings per share attributable to Powell Industries, Inc.
Basic		$	(0.41	)		$	0.86			$	2.17			$	3.48
Diluted		$	(0.41	)		$	0.85			$	2.14			$	3.43
Weighted average shares:
Basic			11,626				11,448				11,545				11,424
Diluted			11,728				11,625				11,693				11,591
SELECTED FINANCIAL DATA:
Depreciation and amortization		$	3,706			$	2,758			$	13,703			$	10,962
Capital expenditures		$	959			$	1,669			$	4,420			$	8,081

     POWELL INDUSTRIES, INC. & SUBSIDIARIES
     CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30,				September 30,
		2010				2009
(In thousands)		(Unaudited)
Assets:
Current assets		$	302,191			$	315,003
Property, plant and equipment (net)			63,676				61,036
Other assets			34,845				28,801
Total assets		$	400,712			$	404,840
Liabilities & stockholders’ equity:
Current liabilities		$	114,746			$	149,142
Long-term debt and capital lease obligations,			5,202				4,800
net of current maturities
Deferred and other long-term liabilities			3,461				3,681
Stockholders’ equity and noncontrolling interest			277,303				247,217
Total liabilities and stockholders’ equity		$	400,712			$	404,840

     POWELL INDUSTRIES, INC. & SUBSIDIARIES
     BUSINESS SEGMENTS

		Three Months Ended								Years Ended
		September 30,								September 30,
		2010				2009				2010				2009
(In thousands)		(Unaudited)								(Unaudited)
Revenues:
Electrical Power Products		$	127,402			$	159,567			$	524,236			$	637,845
Process Control Systems			6,359				5,754				26,456				28,006
Total revenues		$	133,761			$	165,321			$	550,692			$	665,851
Income before income taxes and minority interest:
Electrical Power Products		$	(1,331	)		$	13,707			$	44,557			$	56,700
Process Control Systems			244				598				504				3,959
Total income before income taxes and minority interest		$	(1,087	)		$	14,305			$	45,061			$	60,659

		September 30,				September 30,
		2010				2009
(In thousands)		(Unaudited)
Identifiable tangible assets:
Electrical Power Products		$	230,111			$	258,012
Process Control Systems			9,617				6,863
Corporate			133,635				117,398
Total identifiable tangible assets		$	373,363			$	382,273
Backlog:
Electrical Power Products		$	245,433			$	329,558
Process Control Systems			36,870				36,198
Total backlog		$	282,303			$	365,756

     POWELL INDUSTRIES, INC. & SUBSIDIARIES
     NON-GAAP EARNINGS RECONCILIATION

		Three Months Ended								Years Ended
		September 30,								September 30,
		2010				2009				2010				2009
(In thousands)		(Unaudited)								(Unaudited)
Net Income:
Net income (loss) attributable to		$	(4,782	)		$	9,874			$	25,008			$	39,717
Powell Industries, Inc.
Goodwill impairment, net of taxes			5,365				-0-				5,365				-0-
Deferred tax asset valuation allowance			3,892				-0-				3,892				-0-
Non-GAAP net income		$	4,475			$	9,874			$	34,265			$	39,717
Diluted shares outstanding			11,728				11,625				11,693				11,591
Diluted Earnings Per Share:
Earnings per share		$	(0.41	)		$	0.85			$	2.14			$	3.43
Non-GAAP earnings per share		$	0.38			$	0.85			$	2.93			$	3.43

The Company defines Non-GAAP net income as net income (loss) before goodwill impairment and deferred tax valuation allowance. Non-GAAP net income is presented to exclude the impact of the goodwill impairment and valuation allowance related to the tax benefit from net operating loss. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The Company believes this non-GAAP financial measure is helpful, however, in comparing the historical results to current results and measuring operating earnings trends. The Company also believes the disclosure of Non-GAAP net income will help investors meaningfully evaluate and compare its cash flow generating capacity from quarter to quarter and year to year.

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